AMENDMENT NO. 1 TO board observer and nomination right AGREEMENTBoard Observer and Nomination Right Agreement • March 6th, 2024 • Cadiz Inc • Water supply • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Board Observer and Nomination Right Agreement, originally dated as of March 23, 2022 (the “Agreement”), between Cadiz, Inc., a Delaware corporation (the “Company”) and Heerema International Group Services SA, a Société anonyme organized under the laws of Switzerland (the “Investor”), is entered into as of March 6, 2024 (the “Amendment Date”).
THIRD AMENDMENT TO CREDIT AGREEMENT and first amendment to security agreementSecurity Agreement • March 6th, 2024 • Cadiz Inc • Water supply • New York
CREDIT AGREEMENT, dated as of July 2, 2021 (as amended as of February 2, 2023, August 14, 2023, and March 6, 2024, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Cadiz Inc., a Delaware corporation (“Cadiz”), Cadiz Real Estate LLC, a Delaware limited liability company (“CRE”), Octagon Partners LLC, a California limited liability company (“Octagon”), ATEC Water Systems, LLC, a Delaware limited liability company (“ATEC”), each other Subsidiary of Cadiz that from time to time becomes a party hereto as an additional borrower pursuant to a joinder agreement (together with Cadiz, CRE, Octagon and ATEC, collectively, the “Borrowers” and each, a “Borrower”), the lenders from time to time party hereto (the “Lenders”) and B. Riley Securities, Inc., as administrative agent (in such capacity, together with its successors, the “Agent”).
CADIZ INC. COMMON STOCK PURCHASE WARRANT (the ”Warrant”)Credit Agreement • March 6th, 2024 • Cadiz Inc • Water supply • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, HHC $ Fund 2012, or its assigns (the “Holder”) is entitled, upon the terms and the conditions hereinafter set forth, at any time on or after March 6, 2024 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on June 30, 2027 (the “Termination Date) but not thereafter, to subscribe for and purchase from CADIZ INC., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.01 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2024 • Cadiz Inc • Water supply • New York
This Amendment No. 3 (this “Amendment”) to that certain Registration Rights Agreement, originally dated as of March 23, 2022 and amended by that certain Amendment No. 1 to Registration Rights Agreement dated as of November 14, 2022 and Amendment No. 2 to Registration Rights Agreement dated on or about January 30, 2023 (as amended, the “Agreement”), between Cadiz, Inc., a Delaware corporation (the “Company”) and those undersigned parties listed under Holders on the respective signature pages thereto, is entered into as of March 6, 2024 (the “Amendment Date”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
